www.eXFILE.com 888.775-4789 --- J2 GLOBAL COMMUNICATIONS -- FORM 10-KA
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-K/A

Amendment No.1
 
 

x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

OR

¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 0-25965


j2 GLOBAL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)

Delaware
51-0371142
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

6922 Hollywood Boulevard, Suite 500, Los Angeles, California 90028, (323) 860-9200
(Address and telephone number of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
(Title of class)


 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ¨                                                                                                No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ¨                                                                                                No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  
Yes x                                                                                                No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x    Accelerated filer ¨    Non-accelerated filer ¨    Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes ¨  No x

As of the last business day of the registrant’s most recently completed second fiscal quarter, the approximate aggregate market value of the common stock held by non-affiliates, based upon the closing price of the common stock as quoted by the NASDAQ Global Select Market was $672,955,896. Shares of common stock held by executive officers, directors and holders of more than 5% of the outstanding common stock have been excluded. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of February 16, 2009, the registrant had 43,945,979 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the definitive Proxy Statement to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held May 7, 2009 are incorporated by reference into Part III of this Form 10-K.

This Annual Report on Form 10-K includes 74 pages with the Index to Exhibits located on page 65.
 
 
TABLE OF CONTENTS
 
 

 
Page
   
Explanatory Note
3
   
Exhibits
3
   
Signature
4
   
 
 
 
Exhibits
 
Exhibit 10.9   Consultancy Agreement between j2 Global and John F. Rieley, dated as of October 1, 2008
 
Exhibit 31.3  Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
Exhibit 31.4  Certification by Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
2
EXPLANATORY NOTE
 
j2 Global Communications, Inc. (the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2008, as originally filed with the SEC on February 25, 2009, for the purpose of filing Exhibit 10.9 and amending and restating the Exhibit Index to add new officer certifications in accordance with Rule 13a-14(a) of the Exchange Act. This Amendment No. 1 on Form 10-K/A does not change the previously reported financial statements or any of the other disclosure contained in the original Form 10-K.

 
EXHIBITS

The following exhibits are filed with this Annual Report on Form 10-K or are incorporated herein by reference as indicated below (numbered in accordance with Item 601 of Regulation S-K). We shall furnish copies of exhibits for a reasonable fee (covering the expense of furnishing copies) upon request.

Exhibit No.
  
Exhibit Title
3.1
  
Certificate of Incorporation, as amended and restated (1)
3.1.1
  
Certificate of Designation of Series B Convertible Preferred Stock (2)
3.1.2
  
Certificate of Amendment to Amended and Restated Certificate of Incorporation (3)
3.1.3
  
Certificate of Amendment to Amended and Restated Certificate of Incorporation (7)
3.1.4
  
Certificate of Amendment to Amended and Restated Certificate of Incorporation (7)
3.1.5
  
Certificate of Amendment to Amended and Restated Certificate of Incorporation  (9)
3.2
  
By-laws, as amended and restated (1)
4.1
  
Specimen of Common Stock certificate (5)
10.1
  
j2 Global Communications, Inc. Second Amended and Restated 1997 Stock Option Plan (6)
10.1.1
  
Amendment No. 1 to j2 Global Communications, Inc. Second Amended and Restated 1997 Stock Option Plan (9)
10.2
  
j2 Global Communications, Inc. 2007 Stock Plan (10)
10.3
  
Amended and Restated j2 Global Communications, Inc. 2001 Employee Stock Purchase Plan (8)
10.4
  
Letter Agreement dated April 1, 2001 between j2 Global and Orchard Capital Corporation (4)
10.4.1
  
Amendment dated December 31, 2001 to Letter Agreement dated April 1, 2001 between j2 Global and Orchard Capital Corporation (7)
10.5
  
Employment Agreement for Nehemia Zucker, dated March 21, 1997 (1)
10.7
  
Registration Rights Agreement dated as of June 30, 1998 with the investors in the June and July 1998 private placements (1)
10.8
  
Registration Rights Agreement dated as of March 17, 1997 with Orchard/JFAX Investors, LLC, Boardrush LLC (Boardrush Media LLC), Jaye Muller, John F. Rieley, Nehemia Zucker and Anand Narasimhan (1)
10.9
  
Consultancy Agreement between j2 Global and John F. Rieley, dated as of October 1, 2008
10.10
  
Credit Agreement dated as of January 5, 2009 between j2 Global Communications, Inc. and Union Bank N.A (11)
21
  
List of subsidiaries of j2 Global
23.1
  
Consent of Independent Registered Public Accounting Firm – Singer Lewak, LLP
23.2
  
Consent of Independent Registered Public Accounting Firm – Deloitte & Touche, LLP
31.1
  
Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
  
Certification by Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3
  
Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.4
  
Certification by Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32
  
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. section 1350


(1)
Incorporated by reference to j2 Global’s Registration Statement on Form S-1 filed with the Commission on April 16, 1999, Registration No. 333-76477.
(2)
Incorporated by reference to j2 Global’s Annual Report on Form 10-K filed with the Commission on March 30, 2000.
(3)
Incorporated by reference to j2 Global’s Registration Statement on Form S-3 with the Commission on December 29, 2000, Registration No. 333-52918.
(4)
Incorporated by reference to j2 Global’s Annual Report on Form 10-K/A filed with the Commission on April 30, 2001.
(5)
Incorporated by reference to j2 Global’s Quarterly Report on Form 10-Q filed with the Commission on May 15, 2001.
(6)
Incorporated by reference to j2 Global’s Amended Registration Statement on Form S-8 filed with the Commission on July 17, 2001, Registration No. 333-55402.
(7)
Incorporated by reference to j2 Global’s Annual Report on Form 10-K filed with the Commission on April 1, 2002.
(8)
Incorporated by reference to j2 Global’s Current Report on Form 8-K filed with the Commission on May 3, 2006.
(9)
Incorporated by reference to j2 Global’s Quarterly Report on Form 10-Q filed with the Commission on March 12, 2007.
(10) Incorporated by reference to j2 Global’s proxy statement on Schedule 14A filed with the Commission on September 18, 2007.
(11)
Incorporated by reference to j2 Global’s Current Report on Form 8-K filed with the Commission on January 9, 2009.

 
3
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 

 
j2 Global Communications, Inc.
  
       
       
Date:  March 5, 2009
By:
/s/ NEHEMIA ZUCKER  
   
Nehemia Zucker
  
   
Chief Executive Officer
  
   
(Principal Executive Officer)
  

 
       
       
Date:  March 5, 2009
By:
/s/ KATHLEEN M. GRIGGS  
   
Kathleen M. Griggs
  
   
Chief Financial Officer
  
   
(Principal Financial Officer)
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4